v3.25.2
Stockholders' Equity
6 Months Ended
Jun. 30, 2025
Equity [Abstract]  
Stockholders' Equity

6. Stockholders’ Equity

Common Stock

During the six months ended June 30, 2025 and 2024, the Company issued 184,042 and 167,902 shares of common stock, respectively, pursuant to its long-term incentive plan (see “Long Term Incentive Plan” below).

 

As of June 30, 2025 and December 31, 2024, the Company had 25,364,470 and 25,403,537 shares of common stock, par value $0.01 per share, respectively, issued and outstanding.

Share Repurchase Program

On October 24, 2022, the Board authorized the Company to repurchase an indeterminate number of shares of our common stock at an aggregate market value of up to $100.0 million during a two-year period that expired on October 24, 2024. On October 28, 2024, the Board authorized the Company to repurchase an indeterminate number of shares of our common stock at an aggregate market value of up to $100.0 million during a two-year period that will expire on October 28, 2026 (together with prior authorizations, the “Share Repurchase Program”). This authorization replaced the Board’s prior share repurchase authorization. The Company may utilize various methods to affect the repurchases, and the timing and extent of the repurchases will depend upon several factors, including market and business conditions, regulatory requirements and other corporate considerations, including whether the Company’s common stock is trading at a significant discount to net asset value per share. Repurchases under this program may be discontinued at any time.

During the three and six months ended June 30, 2025, the Company repurchased 0 and 223,109 shares of its common stock at a total cost of approximately $7.7 million, or $34.29 per share on average. During the three and six months ended June 30, 2024, the Company repurchased 0 and 438,678 shares of its common stock, par value of $0.01 per share, at a total cost of approximately $14.6 million, or $33.19 per share on average. Since the inception of the Share Repurchase Program through June 30, 2025, the Company had repurchased 3,212,415 shares of its common stock, par value $0.01 per share, at a total cost of approximately $94.6 million, or $29.44 per share on average.

Long Term Incentive Plan

 

On May 20, 2025, the Company’s stockholders approved the NexPoint Residential Trust, Inc. 2025 Long Term Incentive Plan (the "2025 LTIP") and on May 20, 2025, the Company filed a registration statement on Form S-8 registering 976,000 shares of common stock, par value $0.01 per share, which the Company may issue pursuant to the 2025 LTIP. Under the 2025 LTIP, restricted stock units may be granted to the Company’s directors, officers and other key employees (and those of the Adviser and the Company’s subsidiaries) and typically vest over a three to five-year period for officers, employees and certain key employees of the Adviser and annually for directors. Beginning on the date of grant, restricted stock units earn dividends that are payable in cash on the vesting date. Under the 2025 LTIP, the Company is authorized to issue up to 976,000 restricted stock units. As of the date of adoption of the 2025 LTIP, no further awards can be made under the NexPoint Residential Trust, Inc. 2016 Long Term Incentive Plan (the “2016 LTIP”).

Under the 2016 LTIP, the Company was authorized to issue up to 2,100,000 shares of common stock.

As of June 30, 2025, the Company had granted 2,096,095 and 314,297 restricted stock units under the 2016 LTIP and 2025 LTIP, respectively. The following table includes the number of restricted stock units granted to its directors, officers, employees and certain key employees of the Adviser under the 2016 LTIP and 2025 LTIP:

 

 

 

Summary of Grants

 

 

 

 

 

 

February

 

 

March

 

 

May

 

 

Total

 

2021

 

 

204,663

 

 

 

 

 

 

 

 

 

204,663

 

2022

 

 

142,519

 

 

 

 

 

 

 

 

 

142,519

 

2023

 

 

 

 

 

260,709

 

 

 

 

 

 

260,709

 

2024

 

 

 

 

 

355,475

 

 

 

 

 

 

355,475

 

2025

 

 

 

 

 

 

 

 

314,297

 

 

 

314,297

 

Total

 

 

347,182

 

 

 

616,184

 

 

 

314,297

 

 

 

1,277,663

 

 

As of June 30, 2025 and December 31, 2024, the Company had 492,140 and 754,329, respectively, unvested restricted stock units outstanding under the 2016 LTIP. As of June 30, 2025, the Company had 314,297 unvested restricted stock units outstanding under the 2025 LTIP.

 

The following table includes the number of restricted stock units granted, vested, forfeited and outstanding as of June 30, 2025:

 

 

 

2025

 

 

 

Number of Units

 

 

Weighted Average
Grant Date Fair Value

 

Outstanding January 1,

 

 

754,329

 

 

$

40.51

 

Granted

 

 

314,297

 

 

 

30.89

 

Vested

 

 

(258,531

)

(1)

 

41.94

 

Forfeited

 

 

(3,658

)

 

 

38.41

 

Outstanding June 30,

 

 

806,437

 

 

$

37.51

 

 

(1)
Certain key employees of the Adviser elected to net the taxes owed upon vesting against the shares issued and certain awards, including 19,200 restricted stock units, were cash settled resulting in 184,042 shares being issued as shown on the Consolidated Statement of Stockholders’ Equity.

 

The following table contains information regarding the vesting of restricted stock units under the 2016 LTIP and 2025 LTIP for the next five calendar years subsequent to June 30, 2025:

 

 

 

Shares Vesting

 

 

 

 

 

 

February

 

 

March

 

 

May

 

 

Total

 

2026

 

 

62,885

 

 

 

112,627

 

 

 

79,325

 

 

 

254,837

 

2027

 

 

84,502

 

 

 

112,627

 

 

 

 

 

 

197,129

 

2028

 

 

58,746

 

 

 

112,622

 

 

 

 

 

 

171,368

 

2029

 

 

117,480

 

 

 

65,623

 

 

 

 

 

 

183,103

 

Total

 

 

323,613

 

 

 

403,499

 

 

 

79,325

 

 

 

806,437

 

 

As of June 30, 2025 and December 31, 2024, the Company had issued 1,334,148 and 1,150,106 shares of common stock under the 2016 LTIP, respectively. For the three months ended June 30, 2025 and 2024, the Company recognized approximately $2.3 million and $2.7 million, respectively, of equity-based compensation expense related to grants of restricted stock units. For the six months ended June 30, 2025 and 2024, the Company recognized approximately $4.8 million and $5.2 million, respectively, of equity-based compensation expense related to grants of restricted stock units. As of June 30, 2025 and December 31, 2024, the Company had recognized a liability of approximately $2.0 million and $2.6 million, respectively, related to dividends earned on restricted stock units that are payable in cash upon vesting, which is included in accounts payable and other accrued liabilities on the consolidated balance sheets. Forfeitures are recognized as they occur.

 

As of June 30, 2025 and December 31, 2024, the Company had total unrecognized compensation expense on restricted stock units of approximately $27.5 million and $21.9 million over a weighted average vesting period of 2.0 and 1.6 years, respectively.

At-the-Market Offering

On March 4, 2020, the Company, the OP and the Adviser entered into separate equity distribution agreements with each of Jefferies LLC (“Jefferies”), Raymond James & Associates, Inc. (“Raymond James”), KeyBanc Capital Markets Inc. (“KeyBanc”) and Truist Securities (f/k/a SunTrust Robinson Humphrey, Inc., “SunTrust,” and together with Jefferies, Raymond James and KeyBanc, the “ATM Sales Agents”), pursuant to which the Company could issue and sell from time to time when an effective registration statement was available shares of the Company’s common stock, par value $0.01 per share, having an aggregate sales price of up to $225,000,000 (the “2020 ATM Program”). Sales of shares of common stock, if any, could be made in transactions that were deemed to be “at the market” offerings, as defined in Rule 415 under the Securities Act, including, without limitation, sales made by means of ordinary brokers’ transactions on the New York Stock Exchange, to or through a market maker at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices based on prevailing market prices. In addition to the issuance and sale of shares of common stock, the Company could enter into forward sale agreements with each of Jefferies, KeyBanc and Raymond James, or their respective affiliates, through the 2020 ATM Program. On March 20, 2025, the equity distribution agreements with each of KeyBanc and SunTrust were terminated. During the six months ended June 30, 2025 and 2024, no shares were issued under the 2020 ATM Program. The following table contains summary information of the 2020 ATM Program since its inception:

 

 

Gross proceeds

 

$

62,310,967

 

Common shares issued

 

 

1,120,910

 

Gross average sale price per share

 

$

55.59

 

 

 

 

 

Sales commissions

 

$

934,665

 

Offering costs

 

 

1,353,015

 

Net proceeds

 

$

60,023,287

 

Average price per share, net

 

$

53.55